Once Upon a Time
by Mandy of the Amoeba
Summary: Fairy Godmother story: the sequel to 'Just a Tear Drop Away'. Takes place immediately after Shrek 2. Chapter 9 uploaded, which means this story is FINISHED.
1. Chapter 1

A/N: Yup, folks, I finally got to work on that sequel to 'Just a Tear Drop Away' that's been lurking around in my head for the past few months. Thank my friend Travis; he bought me the Shrek 2 DVD for Christmas, and watching it over again multiple times finally inspired me to really start work on this.

By the way...if for some reason you're reading this WITHOUT reading 'Just a Tear Drop Away' first, please go back and read that. It's on my author page. Trust me, you'll be glad you did; this fic is not going to make any sense whatsoever unless you've read that one. Reviews are very much appreciated. If there is something I've written that doesn't make sense, just let me know in a review; either I've left it that way intentionally to be revealed in later chapters, or I've made a mistake and will fix it straight away. That said, enjoy!

Many thanks to Ang D for beta reading for me. And to her muses for keeping my muse sane. ;-)

Disclaimer: The story is mine, the Shrek 2 characters are not.

-------

Charming wasn't quite sure how he had ended up back at his mother's cottage. In all likelihood, Kyle had driven him there; the whole night had been somewhat of a blur after the confrontation at the ball. At first, he had simply tried to enjoy himself a little, unwilling to waste a good party and confident that his mother would reappear dramatically in a few moments...but the night wore on, and all that was left of the fairy was her broken glasses and discarded wand, which Charming had pocketed as soon as he had gotten the chance.

Now, he was standing in front of his mother's darkened cottage that nestled in front of the huge factory, looking for all the world like a lost little boy. She hadn't come back. He had always thought of his mother as somewhat indestructable; of course, he knew she wasn't really immortal or anything, but...she was his mother, and the Fairy Godmother to boot. Nothing like this was supposed to ever happen to her. Yet he had seen the spell hit her, had seen her body burst into a cloud of bubbles, had seen her wand clatter to the ground...he had seen the light extinguish from it. He pulled the wand out of the front of his tunic where he had stored it, checking to be sure that it really was as cold and lifeless as it had been when he had picked it up off the cobblestones. It was still dull, dark, like the windows of the cottage.

Suddenly, realization hit him hard. She was really gone. His mother was gone, and he was all alone without her. True, she had been overbearing at times, and she had never really allowed him to think for himself, but she was the only family he had in the world...the only real friend he had in the world, for that matter, and she was gone. Tears began to well in his blue eyes, and he shook his head fiercely, trying to will the emotion away, but a few droplets spilled over onto his perfectly complected cheeks.

She was gone.

What was he supposed to do? In one night, he had lost both his mother and any remaining chance of ruling Far Far Away. In short, he had lost any purpose in life he had ever had. He had never learned how to do anything but be a prince; he could fight dragons, ride horses, duel, rescue damsels in distress, and woo fair maidens. He knew how to be charming and handsome; his mother had always reassured him that those were the only things he needed to know. She had said that when it came time for him to rule Far Far Away, she would look after all the 'difficult things', as she had put it. Without her there, Charming suddenly felt rather helpless.

Sighing, he wiped the traces of tears from his face and turned the cottage door handle, only to find it locked. He rattled it for a moment, then realized with another wave of sadness that there was no one inside to let him in. Sighing, he reached into his pocket and pulled out a key, turning it in the lock and stepping inside. It was dark within the front room; all the employees had gone home for the night, and the magically lit lanterns were all out. Charming had never seen a place look more lonely in his life. Tears threatened to overtake him again, and he covered his face with his hands.

He didn't notice the figure that appeared in the hall doorway ahead of him; however, he did notice when a wall lantern suddenly flickered on, lit by a plain match, and he jerked his head up quickly, only to have his mouth fall open in surprise. His mother stood before him, wrapped in a pink silk bathrobe. The wings were missing from her back, and she was squinting at him without her glasses.

"Charming? Whatever's the matter, pumpkin?" she asked when she noticed his flabbergasted expression, then added as an afterthought, "Oh, and did you pick up my wand?" Three seconds of total silence passed before the prince made a sound other than a shocked intake of air.

"Mummy!" he finally exclaimed, rushing forward and throwing his arms around her, lifting her completely off her feet. She let out a surprised noise, then patted his back a bit awkwardly before he set her down again. "Oh, Mum..." he began, but his voice choked, and he couldn't go on. His mother looked at him as though he had grown another head.

"Why, Charming, what's come over you?" she asked, still staring at him. He laughed and wiped his eyes again.

"I thought you were...I mean..." Charming trailed off, then frowned a little and asked. "Wait a moment, how did you get here?"

"This is where I reappeared, of course," she answered, still giving him a strange look. "You didn't think I would just have myself pop into a clearing somewhere, did you?"

"Mum, I thought you were...well, dead," he admitted, a little sheepish.

"Don't be silly. Did you really think a blast from my own wand would do away with me that easily? I should certainly hope not," she snapped, still irritated by the night's events. Charming cast his eyes downward, and she immediately regretted her words. "Oh, sweetheart, I'm sorry..." she sighed, pulling him into her arms. Without her wings, she stood a good foot and a half shorter than he, which made for a comical sight. "I should have told you not to be worried...I just thought you knew, that's all."

"It's all right, Mum," he reassured, pulling out of the embrace. "Oh, here, I got your wand. And your glasses, but they're a bit cracked," he explained, pulling the objects out of his tunic. She smiled at him.

"You're a good boy," she replied, taking both the objects. As soon as the wand touched her hand, it flickered to life again. She touched the tip of it to the glasses, and they were as good as new; a flick of the wrist towards her back, and her wings reappeared. "Much better," she added, immediately flittering up into the air. "The wand's going to need a bit of charging before it has full power, though. So, what happened after I left?"

Charming took a deep breath before beginning his report in the manner of a child telling all the events of a school day, listing them off on his fingers as he spoke. "Well...the king got turned into a frog, Fiona and the ogre turned back into...well, ogres -- and everyone seemed HAPPY about it -- and I ..." He trailed off, wondering whether or not it was wise to tell his mother about his unexpected encounter with Doris. He decided against it. "That's about it, I suppose."

His mother sighed and shook her head. "Well, at least no one tried to arrest you or anything." She was silent for a moment, save for the faint buzzing of her wings, then admitted, "I really don't quite know how we're going to get out of this. I was so SURE we had the whole thing take care of. One can only have so many back-up plans." Her son made no reply; he had always relied on her to fix everything that went wrong in his life, and to hear her say that she had no solution was utterly unheard of. Noticing the lost look on his face, she patted his shoulder comfortingly. "Don't fret, pumpkin. Mama's going to make it all better...she just needs a bit of time to think..." she said, trailing off into a mutter. Then she smiled and smoothed down his hair. "Why don't you go on to bed and let me worry about things?"

Not for the first time in his life, a part of Charming wanted to protest; tonight more than ever, he realized how much he depended on her, and he didn't entirely like it. He wished she would let HIM worry about things now and again. However, he just nodded obediently and kissed her cheek. "Goodnight, Mum."

"Goodnight, sweetheart," she called after him, then sighed with relief once he was out of sight. She couldn't think properly with him around; it always felt as though she had to keep up a constant facade of control with him. And as much as she hated to admit it, she was far from being in control anymore. It wasn't like her to give up on anything...but the odds were finally beginning to overwhelm her. After making sure the doors were locked and the lights were all extinguished, she flew into her office and sat down at her desk, taking out a bright pink quill and a sheet of stationary. One by one, she began listing the facts of the situation.

By morning, everyone in the kingdom would think she was dead. Harold was a frog again. Fiona and Shrek had both been accepted as ogres. Her entire plot had been exposed at the ball. Therefore, even if she did manage to do away with Shrek, give Fiona a love potion and get the princess to kiss Charming, all hell would break loose among the people. Then there was that whole thing about everyone believing her to be dead.

The more she thought about it, the more she realized that her biggest issue was figuring out whether or not being assumed dead was going to work to her advantage or not. She wasn't quite sure what Harold would do to her if he found out she was still living; after all, by all appearances she had tried to destroy his daughter and son-in-law, and she had ended up turning him back into a frog. In reality, she had not been trying to murder Fiona and Shrek; she was simply trying to turn them both back into ogres in order to humiliate them and ruin their chances of a happily ever after. So much for that brilliant idea.

Sighing heavily, she reached into her desk drawer and pulled out a pack of Oreos. "Dammit," she muttered aloud, resting her head in one hand and cramming cookies into her mouth with the other. Then, further adding to her annoyance, she heard the sound of a faint knock on the front door. "Oh, bloody hell..." she mumbled with her mouth full, and pressed an intercom button on her desk that led to her son's room. "Charming, sweetheart, be a dear and get the door for Mummy, will you? Oh, and you'd better just pretend I'm not here. I'm not sure I want people knowing I'm alive just yet."

Knowing her luck, it was probably some royal guards or some such as that coming to 'investigate' things. Sighing heavily, she looked at her wand, which still flickered slightly from being dead for the past couple of hours. "Well, it's still a threat, whether I can really use it or not, I suppose." Shoving the Oreos back into her desk, she got up from her seat and flew downstairs to eavesdrop. 


	2. Chapter 2

A/N: Chapter 2! For those of you who wondered, more characters from Shrek 2 will appear in this fic, most notably Harold, Lillian, Fiona, and Shrek. However, their roles will be very minor; this fic is meant to be about the Fairy Godmother, not the main characters of the movie.

Thanks so much for all the wonderful reviews! Enjoy!

--------------

Sighing to himself, Charming left his bedroom, still in his clothes from the ball, and headed towards the front door of the cottage. He met his mother in the hallway; she nodded at him to continue on and indicated that she would listen in, wand at the ready in case someone asked too many questions. At the door, he peered through the narrow window in the top; outside stood a relatively harmless looking middle aged man, well dressed, and quite handsome in spite of the grey hairs thickly peppering his blond locks. He looked oddly familiar.

"What do you want?" Charming called through the door in the most pompous, annoyed voice he could muster, which was quite pompous and annoyed, indeed. The man cleared his throat before speaking.

"I was wondering if I might have a word with you, young man...you see, I was at the ball, and..." He faltered, unsure of how to choose his words, and finally settled with, "I wanted to talk to you for a bit about your mother."

"She's not here," the young prince replied automatically. "Now, if you'll please go away, it's quite late, I've had a long night, and I wish to retire for the evening," he added in his most regal tone.

"If you can just spare me a moment," the man insisted, in a tone somehow equally as regal, trying to peer through the door's window. "I just want to be sure of a few things..."

"You can stand here talking to the door all night if you like. I'm going to bed," Charming snapped, set on edge both by the events of the night and by his mother's overbearing presence in the hall. He felt as though she were trying to make sure he handled the situation exactly as he should, and quite frankly, as glad as he was to know she wasn't dead, he wasn't up to her smothering. He turned to see her standing in the hall doorway, and to his surprise, she didn't even seem to notice him. She was intent on listening to the man on the other side of the door, her brow knitted and lips pursed together in concentration, as though she were trying to remember something hidden in the back of her memory.

"Now, see here!" the man called, loudly. "This is, by all rights, MY cottage, and I demand to be admitted!"

Charming noticed at that moment that his mother's expression had relaxed from concentration to shock, and she had gone quite pale, which frightened him a bit; he was used to seeing her flushed with rage, but never pale. Never looking like she looked now, as though someone had just pulled the floor out from under her. "Mum, what's wrong?" he asked, but she quickly made a shushing motion, her eyes glued to the door.

"Dash it all, let me in!" the man insisted again, louder, and pounding the door with his fist for emphasis. "I gave the bloody place to Belinda years ago, the least you can do is let me inside to find out what happened after I left!" There was a moment of tense silence; the Fairy Godmother's mouth fell open, and she seemed to be gasping for air like a fish out of water. Then, suddenly, her expression changed from floored to furious.

"Who in Grimm's name is Belinda?" Charmined asked loudly, as much to his mother as to the man outside. However, before anyone could answer him, a buzz of wings flew by, and the door was thrown open by a very angry fairy.

"How DARE you," she spat at the man outside. "I don't know who you are or what kind of trick you think you're pulling, but--"

"You're not dead," the man interrupted her, a shocked but overjoyed look taking over his face. Then, what she had said sunk in. "Wait, what do you mean, trick? Belinda, you know who I am!"

"I most certainly do not," she retorted, her upper lip curled into a snarl. "And I don't know where you heard that name, but I'm warning you right now, if you aren't out of my sight in thirty seconds, I'll hex you from here to hell and back."

"Good God, Belle--"

"Don't you DARE call me that," she screamed, her voice shaking and her wand trembling in her hand. Though her back was to him, her breath was coming in unsteady gasps of air, and Charming realized with a startled shock that she was crying. Suddenly coming to his senses, he strode forward to stand beside her, pulling his sword out of its sheath and aiming it at the stranger. The man blinked at him, then shook his head.

"Put it away, son," he said with a sigh.

The Fairy Godmother wiped her eyes angrily with her free hand and hissed at him, "You have no right to call him that." He blinked at her for a moment, nonplussed, and answered,

"Why not? He is mine, isn't he?"

There was complete silence for a long, stiff time. The man wore an expression of annoyance; Charming looked absolutely stupefied. The Fairy Godmother seemed to be caught somewhere between fury and disbelief as she looked long and hard into the man's face. She was fading more and more into disbelief as the seconds ticked by. Finally, it was she who broke the silence.

"You're dead," she said in a hoarse voice. "I...I SAW you die..."

The man looked at her strangely. "What are you talking about? I'm standing here, aren't I? I certainly didn't DIE!"

Charming watched as the discussion took place, sword still drawn, and he suddenly felt as though the other two people had completely forgotten he was in the room. His mother took a deep breath before continuing.

"But I SAW you. I saw an ogre murdered in the clearing...in our clearing..." she said, faltering.

"Ogre?" Charming interjected, positively bewildered. The stranger looked human enough to him. No one answered his question, though. They still seemed to not be aware of his presence.

The man looked confused. "Maybe you did see someone get killed, but it wasn't me. There was no one in that clearing when I got there...I waited all day for you, Belle, and all night, too, just in case...when you never showed up, I assumed you had made your choice, so I went back to my kingdom and decided not to bother you. After I finally found an antidote to my...condition...I tried to look you up, hoping you had cooled off, but Belinda Larae had simply disappeared. I didn't know you'd become the Fairy Godmother.

Silence reigned supreme again. For a moment, it looked as though the Fairy Godmother was going to fly right into the stranger's arms sobbing. However, without warning, she slammed the door in his face. "Don't let him in," she ordered Charming, her voice dull.

"But Mother--"

"I said DON'T LET HIM IN," she screamed, whirling on her son with her eyes blazing. He just stared at her in shocked silence; she had never, ever yelled at him like that before. Sure, she had snapped at him once in a while, but she always followed the outburst with an immediate apology. This time, no apology came; she simply flew off down the hall as fast as her wings could carry her.

-----

The Fairy Godmother slammed the door to her bedroom as soon as she flew in, then folded her wings and stood with her back against the wood, breathing heavily. It couldn't be real. The entire evening just HAD to be some sort of emotional rollercoaster nightmare, and at any moment she was going to awaken to find that Charming was married to Fiona, Harold was still human, and Frederick was still as dead as he had been for the past twenty-two years. Most of all, she would be in control again, just the way things were supposed to be. She hated losing control.

Closing her eyes, she let her wand clatter to the floor and pressed her hands against the door behind her, trying to make herself feel grounded. For one of the few times in her life, she simply didn't know what to do. As if she hadn't been troubled enough by wondering how she was going to handle the night's consequences, now her dead fiance was standing at her front door. Which she had just slammed in his face. Taking one hand from the door, she rubbed it across her eyes tiredly. What else was she supposed to do? How was she supposed to feel about him suddenly walking back into her life as abruptly as he had been jerked from it?

At the moment, all she could feel was anger. Anger at him, anger at herself. Why hadn't she checked to be sure the ogre she saw killed that day was really him? For that matter, why hadn't he come back to the cottage when she never showed up in the clearing to meet him?

A part of her knew the answer to that: Frederick was aware that she was an independent woman, and he had always respected her decisions. But that part of her was silenced by the ever-growing fury she was feeling. How dare he walk into her life again, after she had worked so hard to get over him? All that she had, with the exception of the cottage, she had gotten on her own. She hadn't always gotten it honestly; she had manipulated and bribed and blackmailed, at times. But she had put a great deal of effort into building a good business. In fact, almost all the manipulation she had done had just been so Charming would have what she felt he deserved. The point was, she had built a life without Frederick in it. She had adjusted; she had changed. She knew she wasn't the same girl she had been before she had lost him. There was no denying it: with the exception of Charming, her heart had been hardened towards all mankind the day she saw (or thought she saw) her true love die. And now he was standing at her front door.

"Bloody hell," she muttered to the empty room, and she realized her voice was still shaky. On impulse, she grabbed a vase sitting on a little table near the door and threw it across the room with all her might, hoping to get some small satisfaction out of watching it shatter. It didn't really help all that much. Sighing, she picked up her half-charged wand and gave it a swish, causing the broken glass fragments to pick themselves up and fly into the trashbin. All of a sudden, she stopped short, hearing voices coming from the lobby below. Her eyes widened slightly in shock, then narrowed in annoyance; as far as she knew, Charming had never disobeyed her. However, unless one of the voices belonged to Kyle coming back from putting the carriage away or something, her son had just gone against a direct order by letting Frederick into the cottage. She really HAD lost control of everything.

Sighing heavily, she waved her wand and changed from her nightgown back into her standard blue Fairy Godmother dress, then headed back downstairs. She'd be damned if she was going to let her wishes be outright ignored.

Sure enough, the two men were standing in front of the closed door talking when she appeared hovering in the doorway, one hand on her hip angrily and the other brandishing her wand in a defensive position. "Charming, I thought I told you not to let this man inside the house," she said, almost growling. To her surprise, her son didn't even have the good grace to look guilty; he just appeared confused, and a trifle hurt.

"Mother, this man says he's my father," the young prince said, hesitating a little. "You told me my father had died trying to protect his kingdom from a dragon before I was born!"

At this, Frederick raised an eyebrow. "A dragon, eh? Well, at least you chose a somewhat glamourous death for me, Belinda."

"Your father is dead, Charming," the Fairy Godmother answered, her voice cold. "Now go to bed. As for you, sir, either you leave right now or you'll have a fate worse than dragons in store for you," she threatened. It was an empty threat; as tough as she was trying to be, she knew she wouldn't be able to perform even a little hex on Frederick. Even if her wand had been in full working order.

"But Mum--"

"No buts, Charming! Go to bed!" she snapped. Charming didn't move from his spot. Instead, he drew himself up a bit taller and squared his shoulders.

"Mother, I am twenty-one years old. You cannot tell me when to go to bed anymore. I have a right to know what's going on around here," he announced. His mother just stared at him in shock. In one night, Charming had disobeyed her and talked back to her. Her son -- her baby -- had never, ever talked back to her before. Even as a child, he had always been obedient. She didn't know how to handle such a situation.

"Belinda, the boy has been told a fairy tale for his entire life. Don't you think it's about time he learned the truth?" Frederick spoke up. The Fairy Godmother gave a short, harsh laugh.

"Oh, so now you're so big on telling the truth? If you had told me the truth when we first met--" she began, but was cut off.

"Well, if you hadn't run out before I had a chance to explain--" Frederick started. It was Charming who interrupted him.

"Will someone PLEASE explain a little bit of the truth to ME?" he demanded.

"It's none of your concern!" his mother yelled. She had been hurt when he had first stood up to her; now, she was on her way to a full-fledged Fairy Godmother fit.

"Dash it all, Belinda, it IS his concern! The boy has a right to know his father! Oh, by the way, thanks so much for letting me know I HAD a son," he added sarcastically.

"Hardly anyone in the kingdom even knows he's my son. And oh, I'm SO sorry for neglecting to contact you, but there was the small matter of me believing you to be DEAD." she snapped. "Do you honestly think I would have gone through all I did alone if I had known you were still living? I had to send my son away on royal orders because he didn't have a father! Because it wasn't good for the Fairy Godmother image for me to be a single mother!"

"I thought you sent me away to be trained as a knight," Charming interjected, frowning.

"Oh, DO be quiet," she snapped. Her wings buzzed loudly in the suddenly silent room, and her expression was still fixed in an angry snarl. Charming sulked; Frederick studied the woman hovering in front of him for a long, hard moment. After a moment, he shook his head.

"Forget about it, Belinda. I don't know you anymore, anyway," he said quietly, turning for the door. He paused to look back at her, then sighed sadly. "I'm not really sure I ever did." The sound of the door shutting behind him resounded in the cold lobby.

For a brief but tense moment, the Fairy Godmother just hovered in midair, her expression changing to one of confusion. She started forward towards the door, then stopped herself, unsure of what to do. Charming frowned and tentatively spoke.

"Mother?" he questioned, suddenly sounding lost and confused again, very unlike the headstrong man he had been a few moments before. She looked at him with an almost surprised air, as though she had never seen him before, then looked back at the closed door again. Without warning, her face crumpled, and she covered it quickly with one hand. For the second time that night, she flew out of the lobby towards her room, a strangled sob echoing down the hallway after her. 


	3. Chapter 3

A/N: I apologize in advance for the fact that there isn't much action in this chapter. In fact, there hasn't been a great deal of action in ANY of the chapters so far; I can't believe I've written three chapters and they only span a few hours time in the fic. However, I thought it was important to set up all the character emotions and thoughts. That's what this story is really about, anyway; the conflict is really more the Fairy Godmother's inner struggle than any sort of outside source. And I guess the confrontation in Chapter 2 was action enough.

Don't worry; Chapter 4 WILL go to the next day, and there will be appearances by other characters. Just hang in there! Hope you enjoy! Thanks again for all the wonderful reviews!

-------------

It was several hours later before the Fairy Godmother came out of her room; by that time, her son had given up on trying to find out anything else from her and had gone to bed himself. She walked down the stairs and out of the cottage instead of flying; just because flying was magic didn't make it easy, and she was tired. With green eyes red-rimmed from crying, she walked out to the footbridge that spanned the little stream running in front of her cottage, standing in the center of it and gripping the wooden railing as she looked down into the shallow water. Her own reflection shone back at her, lit by the moon as it slowly sank towards the western horizon.

She loved him. It took him turning away from her to make her realize it, but she knew it, now. It was that love that had almost compelled her to go after him when he left...and it was her stubborn pride that stopped her. It was pride that had kept her shut up in her room instead of caving in to her emotions and following him. When it came right down to it, that pride had stuck with her, for better or for worse, when nothing else had. Buried beneath that, she was still hurt and confused.

Where had he been, all those years? Far Away was right next to Far Far Away; in fact, her own property had once been a part of Far Away's jurisdiction. Technically, she would have been the Fairy Godmother of Far Away if she hadn't helped Harold out with his own happily ever after all those years ago, so why had she never seen or heard of Frederick after that dreadful day when she thought she had lost him?

When she thought about it, it was entirely possible that he really HAD been in his own kingdom for the past two decades; she made it a point never to get involved with Far Away's dealings, for two reasons. For starters, in her younger days she had been afraid someone there might recognize who she was, and she had wanted more than anything to leave all traces of her old life behind her. Besides that...it was Frederick's kingdom, and there were far too many painful memories there for her. She had closed off her whole heart to anything connected to him.

Still, she DID hear a little bit about the kingdom through local gossip, and she was quite sure she had never heard Frederick named as the king. Unless she was greatly mistaken, the old king, Frederick's father, was still on the throne, though most kings would retire and pass the crown down to the eldest son after so many years. She had never even heard Frederick's name mentioned. Then again, she remembered with a smile, he always had been bored with royal life. He probably tried to stay out of the limelight just as much as she tried to stay in it.

She almost laughed at the memory of him, dressed as a stable boy and helping her steal potions, then her face threatened to crumble into tears again. It had been so long since she had let any of those memories overtake her that they were overwhelming, now. For years, she thought she had stopped loving him...she stopped loving anyone other than her son. Then suddenly, seeing him at her front door made her realize that she hadn't forgotten Frederick at all, no matter how hard she may have tried.

Of course, anything could have happened in his life since she last saw him. He was royalty; royalty were expected to marry and carry on the family line. Frederick probably had a wife and children by now. Her heart sank a little at the thought. He thought she was dead when he came to the cottage; he probably just wanted to speak to Charming. It only took one glance to see that Charming was Frederick's son; with the exception of his slightly darker blond hair and his facial expressions (which were picked up by habit, not genetics), the boy looked exactly like his father. Frederick probably hadn't even recognized her at the ball...but no, that couldn't be right, either. After all, he had seemed surprised that she wasn't dead, which meant he must have seen what had happened and known who she was.

When she thought back on it, she realized that a part of her had known he was there all along. The entire time she had been singing, she had somehow felt that the words were more truthful than they ever had been before. Of course, she always put feeling into her songs; singing was something she loved, and she also loved the attention it brought to her. The people of Far Far Away considered it a treat when they got to hear her sing. But tonight...some long-buried part of her heart had tried to awaken at the ball, and if the ogre hadn't burst in at the end of her song, she might have realized it.

A soft breeze blew, and she turned her face up to the fresh night sky, closing her eyes briefly. When she opened them again, she was almost startled to notice just how full of stars the sky was. She couldn't remember seeing a night with so many stars...in fact, when she really thought about it, she realized that she hadn'tactually LOOKED at the stars in twenty-two years. Stars were for wishing on. She didn't make wishes; she granted them. Now, all of a sudden, there were thousands of pinpricks of light shining against the velvety darkness.

It was a warm, starry night like this when Frederick had proposed. Now that she looked back, she realized it really HAD been almost exactly twenty-two years since that night. It had been that long since she had been truly, blissfully happy. She closed her eyes once more, hands still gripping the bridge railing, and drew in a deep breath, deciding to try the one thing she hadn't done yet that might bring her some comfort. She began to sing, a low, soft alto that was quite unlike the bright or belting tones she used for performing.

_"Strange, dear,  
But true, dear,  
When I'm close to you, dear.  
The stars fill the sky,  
So in love with you am I._

_Even without you,  
My arms fold about you.  
You know, darling, why.  
So in love with you am I._

_In love with the night mysterious,  
The night when you first were there.  
In love with my joy delirious when I knew that you could care._

_So taunt me,  
And hurt me,  
Deceive me,  
Desert me,  
I'm yours til I die,  
So in love,  
So in love,  
So in love with you, my love,  
Am I."_

The last notes died from her lips, haunting in the quiet night, and she realized with some surprise that there were tears on her cheeks. She hadn't even realized she had been crying.

She did realize, however, that she wasn't going to go after Frederick. In spite of how broken and vulnerable she was feeling, and although she was beginning to see just how heinously she had behaved towards some people over the years, she still had that pride. She had tried to swallow it once to go back to him, that first day she left. When she did, she ended up having her entire life shattered. She could not bring herself to go after him, not this time. He was right; he didn't really know her anymore. And, when she looked at herself with an ice cold eye, she didn't know herself, either.

Drawing in a deep breath of night air, she wiped the traces of tears from her face and took one last look out at the water before turning to go inside again. She knew there was still a great deal of work to be done and a great many things to be fixed before she could even think about dealing with a thing like love.

What she didn't know was that someone had been listening to her song.

The entire time she had been standing outside, Frederick had been only about fifteen feet from her, out of sight as he dozed with his back against the large tree that stood just in front of the cottage. He had awakened when she began singing, but chose not to reveal himself; he just listened, growing deeply touched as the song went on. And he knew that, buried somewhere beneath all the manipulative spitefulness, his Belinda was still there. It was how he had first recognized her at the ball. To have just glanced at her, he never in a hundred years would have guessed who the woman on stage truly was. He knew she was the Fairy Godmother; he had seen advertisements for her throughout Far Far Away, and a few always slipped into his own kingdom, as well. But those pictures weren't all that true-to-life. Even when he first saw her at the ball, he didn't look twice; he knew she looked oddly familiar, but gave that up to the fact that she was a public figure, very much in the limelight.

But when those first rich notes of song started pouring out of her, he knew. He didn't believe it at first, of course, and had stared inshock for several long moments. It couldn't possibly be her; the woman on stage had _wings_, for goodness sake, and her silvery, almost lavender hair held no trace of blonde as far as he could tell. She had put on a bit of weight, as well, although Belinda had never been what one might call slim. She was still beautiful, in her way, but didn't look like his Belinda. And yet, that voice...

Then, when he first got a good look at the young prince dancing with Princess Fiona, he nearly fell over. It was looking in a mirror...a mirror frozen twenty years in the past. It was an almost eerie feeling, watching this young double of himself and hearing his long-lost love's voice singing passionately in the background.

And then, before he even had a chance to decide what course of action to take, the whole scene turned to confusion. Before he knew what was happening, he saw Belinda suddenly turn into a vengeful, hateful thing; her words about ogres not living happily ever after especially hit home, and he wondered if her experience with him had caused her to have a vendetta against all ogres. And suddenly, she had disappeared, leaving only a shimmer of bubbles in her wake.

It grieved him. To have lost her so many years ago, find her again so suddenly, then have her jerked away again for what he thought was forever...it wasn't easy. Still, there was the boy, the young prince who had called her 'mummy'. Frederick knew it was his own son; they looked too much alike for there to be any mistake about that. So he had followed Charming back to the cottage, only to leave more confused than ever.

Never would he have imagined Belinda to become so hateful, so bitter. He knew she was fiery and stubborn; that's what he had always loved about her. It was that fire that he had never quite been able to forget, even after so many years...it was that fire that kept him from leaving the cottage entirely, instead choosing to spend the night uncomfortable against the tree trunk. Even though he had seen what she had become, and even though he had walked away from her, he was unable to give up hope that she could change. Still, he was a little afraid. He had been truthful when he said he didn't know her anymore. His feelings of love were for Belinda; he wasn't sure just how he felt about this Fairy Godmother character she had become.

So he would wait. He wouldn't beg and plead with her to accept him; he, too, had a stubborn streak, and he had also been hurt. After all, it was she who had left him all those years ago. But he would wait and watch to see if his return would bring about again kind of change of heart in her. Somehow, he hoped she would realize the harm she had done and mend her ways.

After all, they lived in a world where fairy tales really could come true.


	4. Chapter 4

A/N: Just to warn everyone in advance (although I think only two people are actually reading this...), updates will be a lot slower for the next little bit. I'm back at college and in the middle of being inducted into an honors society (theatre fraternity), which is taking up ALL my time for the next two weeks. I haven't even started writing Chapter 5 yet. Oh, and kudos to anyone who can guess what musical I've stolen a line from in here.

That said, enjoy! Review if you read so I know what's good and what's bad, please!

--------------------

In spite of all the previous night's events, the Fairy Godmother was up all the earlier the next morning to attend to business. She found herself somewhat short-staffed; only about half of her employees showed up for work, and they really only came to see if the rumors of her demise were true. Thankfully, Jerome was one of the ones who showed up; she could deal without the factory workers for a while. It wasn't production she was concerned with at the moment. Right now, she had to untangle herself from the mess she had created. Luckily, she was beginning to formulate a plan.

"Jerome, have a message delivered to the palace," she announced briskly as he stood tenatively in the doorway to her office. "Let Harold know that I want to schedule a meeting here with him as soon as possible this afternoon. There's no point in catching him off guard...the whole kingdom knows our affairs by now. The element of surprise isn't going to do much," she said, mostly to herself.

"Yes, Fairy Godmother," the French elf replied, giving a little bow as he left the room. Just as he was leaving, Charming entered, and the Fairy Godmother smiled warmly at her son.

"Good morning, pumpkin. Sleep well?" she asked, then pushed a plate of danish on her desk towards him. "Have some breakfast."

"What's this about a meeting with Harold?" the prince asked, avoiding her first question all together as he took one of the pastries. 

"It can't be helped. Quite frankly, dear, I've only got one card left to play, and I'm afraid it isn't a very high card," she admitted with a sigh. As much as she was pretending that last night had never happened, she had realized then that she couldn't go on hiding so much from Charming 'to protect him' as she had been.

"Mum..." Charming began. "Would you be...well, terribly upset with me...if I told you that I don't think I really want to marry Fiona after all that's happened?"

"I don't really think that's going to be possibly, anyway," she answered, trying to control her temper as she thought about how wrong things had turned out. "I've fought very hard for this, and I DO hate to lose it now, but...well, right now I'm afraid I'm going to be lucky if I'm even able to stay on as Fairy Godmother of Far Far Away. Of course, I'm certainly going to try to get the kingdom for you, but if that doesn't work, the only other option would be if we took it by force...and no matter how much magic I've got, I simply don't have the resources for a takeover of that size. Besides, takeovers make the people angry...and what good is ruling a kingdom if you aren't loved and adored by everyone?" 

There was a short silence as Charming considered that, chewing on a mouthful of Danish. "What's this card you're going to play, then, Mum?" he finally asked.

"Leave that to me. All you've got to do is be quiet and pretend that you're sorry for all the trouble. And do try to act sincere about it," she added, her attention already focused back on some papers on her desk.

"I was raised to be charming, not sincere," he replied, quite honestly. His mother nodded, not looking up at him.

"Yes, dear, I know. Now run along, and be back by this afternoon to get ready for the meeting," she instructed. He sighed a little but nodded.

"Yes, Mother," he replied as he left the room again.

Once Charming was gone, the Fairy Godmother sighed heavily and reached for another danish. She really had very little hope that her idea was going to work, which was an unusual feeling for her. Normally, she had all the confidence in the world that she would get what she wanted. That confidence had been shaken to its very foundations in the past few days as everything fell apart around her. 

At least she felt more like herself than she had last night. After a few hours of sleep, the whole ordeal seemed like a strange dream, and she was able to put it behind her and go on with business. In fact, she felt rather silly, crying and carrying on the way she had; now that she was able to take a step back from things, she thought her behavior was foolish. She had a business to run, and that left no time for doing things like sniffling over old boyfriends.

"Jerome, did you get that message sent out yet?" she snapped over the intercom. The meek French voice answered from the other room.

"Yes, Fairy Godmother."

"Good. I don't want to be disturbed for the next couple of hours while I'm making another batch of the Happily Ever After potion. And do your job this time," she said, irritated at the memory of him letting the ogre just wander in.

"Yes, Fairy Godmother."

She sighed, waving her wand in the direction of the door to lock it this time. The Happily Ever After potion was one of the more delicate ones that she always made herself, not trusting the process to her employees. Drawing open the red curtain, she flittered in front of the ingredient shelf, knowing exactly what she needed for the potion. Her hand was halfway to a bottle that read "Love's First Kiss" when she stopped, catching sight of another, smaller bottle labeled "Loyalty". And, quite suddenly, a plot began to hatch in her head.

"I do believe I may be able to pull out of this, after all," she murmured aloud, smiling a somewhat evil smile.

------

At four o'clock that afternoon, Harold and Lillian both arrived at the Fairy Godmother's cottage. They had argued a little over Lillian's attendance; Harold said that since her name was not mentioned in the message, she shouldn't come along, but she insisted that she wasn't going to leave him alone to make any more bargains with 'that woman'. They entered the cottage without speaking; Harold was perched on Lillian's shoulder, as he was still a frog.

"Good afternoon, your majesties," the elven desk clerk said, standing at their arrival. He had put his hand discreetly on the intercom button before he spoke, letting the Fairy Godmother hear the greeting so she would know they had arrived. Harold and Lillian said nothing, although Lillian did manage to nod politely in Jerome's direction. Moments later, the Fairy Godmother herself appeared, a very convincing smile on her lips. 

"Lillian!" she exclaimed, a bit surprised, but the smile still plastered on. "I wasn't expecting you, dear. I'll have to set another place for tea," she said, giving a little laugh. Lillian didn't smile; neither did the frog king sitting on her shoulder. There was an awkward silence, then the Fairy Godmother spoke again, her voice still merry. "Well, let's get on with it, shall we? If you'll just follow me into my office..."

Wordlessly, the royal couple followed her down the hall, with two body guards behind them. The guards looked dwarfed by the two thugs standing just outside the Fairy Godmother's office. Both sets of men took their places, two on either side of the door, as the three people entered. The door swung shut behind them.

Charming was already in the office, seated to the right of his mother's desk and facing the two chairs in front of it. Something about him seemed older than he had the night before; his expression was neither bored nor cocky, although he did appear to be the slightest bit annoyed at something. Lillian offered him a slight smile as she entered; she really held nothing against the boy, although she had never quite trusted him. His mother gave him a look behind the rulers' backs that plainly said 'play along with whatever I say'.

"Sit down, please," she said sweetly, gesturing to the chairs in front of the desk as she flew to her own chair. "Have some tea," she added, flicking her wand towards a teapot, which automatically poured its contents into three cups. Remembering that she needed a fourth, the Fairy Godmother charmed one off a shelf by the wall. All four cups floated over to their respective owners.

"Er, I do believe I would feel a bit more comfortable if you could put that away while we're talking," Lillian spoke up, eyeing the star-tipped wand. The Fairy Godmother just smiled graciously and nodded, opening up her desk drawer.

"Oh, no trouble at all," she replied, settling the wand in next to the Oreos. Her tone grew more serious as she continued. "First of all, I want to say that I am deeply sorry for my behavior and my son's, both last night at the ball and earlier," she began, watching the royals closely to see if they were drinking their tea. They were, and she had to fight to hide a smirk. Instead, she adopted the most pious and apologetic expression she could muster. She gave Harold and Lillian a moment to reply; when they did not, she continued. "You see, I only wanted what's best for my child...surely you can both understand that, being parents yourselves. But I'm afraid I let desire cloud my better judgement, and my temper got in the way."

It was Lillian who spoke, a slight frown on her features. "You tried to kill our daughter and son-in-law," she reminded.

"Kill? Goodness, is that what you think?" she asked in a shocked tone. "Your majesty, I want you to know that I had no intention of killing Fiona or th-- or Shrek. The spell I cast was merely to change them back into their ogre forms...which is why Harold turned into a frog again."

"Then why did it turn you into bubbles?" Harold asked, speaking up for the first time. He was still irritated.

"That's the default reaction if I'm hit with any sort of spell from my own wand," she explained sweetly. "It's a sort of a safe-guard, if you know what I mean."

There was a pause before Harold replied, "Well...yes, I suppose that makes sense. It certainly explains why you're here now."

Another pause came as the Fairy Godmother sipped her tea, biding her time as she watched the royal couple drinking their own tea. Charming hadn't touched his, not that she was worried about him drinking it; she had lined both their cups with a counterpotion to the tea's contents. He also hadn't said a word for the entire duration of the meeting. Chancing a sideways glance at him, his mother made a mental note to talk to him later. Something didn't seem right about him...the annoyed air about him almost seemed to be directed at _her_.

"I hope you will both agree to allow me to remain on as the fairy godmother of Far Far Away," she said, testing the waters slowly. "Seeing as how there is no one else with enough experience to handle the job at this point in time. I will, of course, restore Harold to his rightful state."

"Well, I don't see any harm in you remaining in your position," Lillian answered. Harold said nothing; the Fairy Godmother took that as a sign things were going as she planned. 

"Now, about our other agreement," she began. Harold interrupted her.

"Other agreement?" he asked, suspicious. "What other agreement?"

"The one that was broken, of course," the Fairy Godmother continued calmly, taking a sip of her tea. "The way I see it, since Fiona and her husband more than likely have no interest in ever ruling Far Far Away...and since, in their state, they would make highly unorthodox rulers anyway, the best resolution for all of us would be to name Charming as the successor to the throne," she finished, confident that Harold and Lillian were going to agree with her every word.

To her surprise and dismay, they didn't. Lillian looked at her with a deep frown; Harold drew himself up to his full height as a frog in a failed attempt to look majestic. "I beg your pardon, madam," he began tersely. "The right to the throne belongs to Fiona, and it's her choice whether or not she wants to rule the kingdom after we're gone. No one elses. Certainly not yours," he snapped. Lillian nodded slightly in agreement. The Fairy Godmother could do nothing but look flabbergasted for a few moments, and she chanced a glance in her son's direction...only to notice that he looked oddly satisfied. Suddenly, realization of what he had done dawned on her, and her jaw clenched momentarily in anger. However, she quickly regained her composure and, ever the actress, offered a sweet smile to the king and queen.

"Of course, your majesty! I was merely offering a suggestion that might help you," she replied, still smiling. "And of course, you must understand that I have an obligation to want the very best for my son--"

"You already used that argument," Lillian said. There was a moment of awkward silence before Charming spoke, for the first time all afternoon.

"I'm sure Mum will be happy enough as long as she is allowed to remain on as the Fairy Godmother of Far Far Away," he replied, flashing a moderate but winning smile at the royal couple. "Now, I'm sure the king would like to be turned back into a human before they return to their palace."

His mother blinked at him; she wasn't used to seeing her son show so much authority. She had always been in charge. Yet here he was, acting as though...well, acting as though he were a king, really. She didn't know whether to be proud or furious. She did, however, know that everyone was looking at her expectantly.

"Of course, I was just about to get 'round to that," she replied with a false laugh. "Harold, you might want to stand in the middle of the room, rather than in the chair..."

"Er..." he began, and blushed as much as a frog could. "Will...that is...well, will there be....clothes this time?" She tried not to laugh outright, and noticed Lillian was also hiding a smirk.

"Yes, Harold," she answered as he hopped down from his chair. She stood up from her desk and began to wave her wand. Harold glowed blue for a moment, then levitated out of the air. Thirty seconds later, he stood before the company as a human, dressed in his usual blue attire.

"Well, we'd better be going," Lillian announced, smiling with relief now that her husband was back to his rightful form. From her hurried attitude, it was easy to guess that getting him back to normal was the only reason she had even let him agree to the meeting. "Thank you very much for restoring Harold, Fairy Godmother," she added politely. 

"Yes, quite right," Harold added, still looking himself over to make sure he was, in fact, human again.

"No trouble at all!" the Fairy Godmother answered, ushering them towards the door. "And do come back any time if you should ever need anything!" The door shut heavily behind them, and for a moment, the silence in the office was deafening. 

"That went rather well," Charming said casually, still lounging in the chair by his mother's desk. She whirled on him, furious.

"What did you do to my potion?" she demanded, hands on her hips as she hovered in the air. 

"I switched the tea," he answered, not seeming the least bit intimidated. "I rather guessed what you had in mind, so while you were out of the office, I simply poured out the tea in the pot and added some fresh."

"But Charming....sweetheart..." she said, trying a slightly different approach. "That...that might have been your last chance at the kingdom!"

"I don't WANT the bloody kingdom, Mother!" he snapped, standing up suddenly from his chair. 

"Nonsense! You've always wanted the kingdom!" she argued, her temper fizzling out as he stood up to her. 

"No, Mum. i>You've /i> always wanted the kingdom," Charming replied, somewhat gentler. "And I thought I wanted it because it was what you wanted. But...I did a lot of thinking last night, about what I really wanted. And I don't want the kingdom. It isn't mine to take, Mum. It's Fiona's."

The room was quiet as the Fairy Godmother let his words sink in. She shook her head, not believing what she was hearing, and she slowly lowered herself until she was standing, feet on the floor. "But...Charming, it's what we've been working for all these years."

Charming stepped forward, shaking his head and putting his hands on his mother's shoulders. "It's what you've been working for, Mum. I was just going along with the game. And it's over, and we lost," he explained. 

"We've only LOST if you keep botching up my plans!" she argued, suddenly gone from quiet to near-shouting, and she shrugged away from him. 

"Look, Mum, I'm tired of this, all right? Let me live my own life for once!" Charming replied, frustrated. Neither of them spoke for a moment, although both tempers were still flaring. Then, suddenly, he sighed and shook his head. "I appreciate all you've done for me, Mum. And I love you. But I'm not going to continue fighting a losing battle." She didn't reply, just stood glaring at him. "Anyway, I've got to go get ready."

"Get ready for what?" she asked, still irritated. Charming hesistated a moment.

"A date."

"A date!?" she exclaimed. "With whom?"

"No one, Mum. Just a girl I met at the ball last night," he replied, already edging towards the door.

"You're not dating anyone unless I've met her and approve!" she shouted, hands on her hips again.

"Mum, I am twenty-one years old. I shall date whomever I please!" he said, matching her in volume. There was a moment of tense silence, both of them clenching their jaws and fists, before Charming suddenly turned on his heel and stormed towards the door. His mother watched him walk away, and her anger crumbled away. Somehow, seeing the only family she had left in the world leaving her in such anger tore her heart in two. She just couldn't stand to fight with her little boy, pride or no pride.

"Charming!" she called after him. He paused, half-turning, and she bit her lip, at a loss for what to say. "...have a good time, pumpkin," she finally finished, her voice wavering a little. Once again, he hesitated; then he walked back towards her and hugged her. She hugged him back tightly.

"Thanks, Mum," he replied as he pulled away, smiling. Then he was gone.


	5. Chapter 5

A/N: Sorry this chapter is a bit shorter than the others; I wanted to go ahead and post this little scene, rather than try to write a second scene in this chapter. No FGM in this one. Oh, and a fair note of warning to all of you; this may actually be a little bit longer than 'Just a Tear Drop Away'. Right now it's looking like at least four more chapters, which would put it at the same length; however, I never know when another idea is going to pop up. Something totally unexpected happened while I was writing THIS chapter, and it added an entire new facet to the story. So, we'll see.

As always, thanks for the reviews (however few and far between they're getting), I own nothing except Frederick, and I hope you all enjoy!

-------

It was almost dusk in Far Far Away, that hour of the day where things begin to fall between light and shadow. Dusk was Lillian's favorite time of day; it was the only time she really took for herself. Running a kingdom took a lot of time out of one's life, and Far Far Away was as much Lillian's kingdom as it was Harold's. She was the one who usually dealt with the people's problems; Harold simply didn't have the patience to listen to people whining. There were always problems to deal with and proper procedures to follow. Even when the day was done, there were still things to do; after the sun set Lillian would have to get ready for dinner. Tonight it was with the family, Fiona and Shrek included, and it was going to be the first pleasant dinner they would all have together. Lillian was looking forward to it, but it was still nice to have her alone time. She always liked having time to reflect.

In good weather, she spent the small amount of time she had in the royal gardens; that's where she was at the moment, carrying around a small watering can and tending to the flowers. There were royal gardeners to take care of most things, but Lillian liked to have a few rosebushes of her own, kept as a reminder of her older sister, Rose, who lived several kingdoms away and rarely had the chance to visit. She smiled a little to herself as she ran her fingers lightly over the petals of a red bloom, highlighted gold by the fading afternoon sunlight.

Everyone knew that her time in the gardens was sacred and meant to be uninterrupted; it was her own private time. Therefore she was quite surprised when a page approached her.

"Yes, what is it?" she asked him politely, smiling; she didn't believe in snapping at a servant, even if she was being interrupted.

"Excuse me, your majesty," the page said, bowing quickly before straightening up. "But there's a man here and he wishes to speak to you."

"Didn't you tell him that I don't wish to be interrupted this time of day?" she asked, her voice still gentle. He nodded hesitantly.

"Well, yes, but he said to tell you that it's Prince Frederick....he didn't really look like a prince, but he seemed to think you would know who he is," the messenger continued. Lillian thought for a moment, trying to remember where she knew that name, until it suddenly hit her that Frederick was sort of the black sheep of Far Away's royal family.

"Show him in, then," she said. The page hurried off, and Lillian sighed a little. A queen's work was never done. She set her watering can aside and straightened her dress a little, then folded in hands in front of her and waited.

"I'm terribly sorry to disturb you, your majesty," Frederick called as he strode into the garden.

"Hello, your highness," Lillian greeted warmly, offering her hand to the middle-aged prince. He dropped briefly to one knee and kissed her hand, more out of habit than anything else. "What can I do for you?"

"I'm in some desperate need of advice, and everyone always says that you're the person to come to," he explained, then hesitated. "I...well, you might not exactly be on good terms with the woman I need advice about, but..." he trailed off, unsure of how to continue.

"What sort of advice do you need?" Lillian asked, gesturing for Frederick to sit down with her on garden bench. He obliged, taking a deep breath before he spoke again.

"You see, I just found out last night that...that someone I thought didn't even exist anymore DOES still exist....only, you see, it seems that she hates me now, only I overheard her singing to herself last night and it sounds like she DOES still have feelings for me...." As he spoke, Lillian had to hide a smile; he sounded very much like a young boy trying to explain something without tattling on himself.

"Well, have you tried talking to her?" Lillian asked patiently.

"That's the trouble. I DID try, but she slammed the door in my face. So that didn't go all that well," he said, sighing. "I don't know if I should try to talk to her again, or try some other kind of tactic. She's a bit stubborn and proud...well, all right, she's VERY stubborn and proud. And I don't know if she would actually listen to me. It's been quite a few years...I mean, song or no song, she might not love me anymore."

Lillian paused for a moment, digesting all the information. Then she finally asked, "Do you still love her?"

Frederick sighed mournfully. "I...I don't know, actually. I thought I did, then when she started screaming at me last night....I just don't know. But I would like to at least talk to her, maybe get to know her again...I mean..." Here, he paused, almost embarrassed, but cleared his throat and continued. "Well, I found out yesterday that I share a son with her."

While Frederick had talked, Lillian had been watching his face as she listened...there was something oddly familiar about him, and it was more than the fact that she had met him several times before at royal functions. It was a vague familiarity, but it was very recently imprinted into her mind. Suddenly, things clicked into place, and she asked quite abruptly, "Is Charming the son?"

"Erm, well, yes, actually," Frederick replied, then grinned a little ruefully. "I suppose the resemblance is pretty strong. And the boy seems like he wants to talk to me, but Belinda..."

"Belinda?" Lillian interrupted, questioning.

"The Fairy Godmother. That used to be her name," he explained, then sighed. "I just don't know what to do about her."

"Perhaps there's nothing you can do," Lillian said gently. "I don't know for certain, but...it seems to me that she isn't the same person you used to know."

"If only I could get her to talk to me....or....perhaps have someone talk to her for me..." Frederick said slowly, an idea dawning on him. He looked up at Lillian, hopeful. "Do you suppose you could...?"

"I don't think that would be a wise choice. After all, things are a bit tense between all parties involved right now," she said quickly. Frederick sighed and nodded.

"You're right, of course. I just wish there were some way I could get her where she can't slam the door in my face..."

"Perhaps if we arranged some sort of ball...there's always a multitude of excuses for balls around here, and she would be bound to attend. Especially if she's asked to sing," Lillian suggested.

"It's worth thinking about, although I'm not sure whether or not just a ball is going to work. If only there were some other way to get her attention...or if only --"

"Mom?" a voice called, interrupting Frederick. "Are you coming in to -- oh, sorry..." Fiona appeared in the garden, looking somewhat embarrassed when she realized her mother wasn't alone. "I didn't mean to interrupt."

"That's quite all right, your highness," Frederick replied, rising from the bench. "I'm afraid I've taken up too much of her majesty's time already. I'll just be going now."

"No, wait just a moment," Lillian said, putting her hand up in an indication for him to stay put. She seemed deep in thought, gazing contemplatively at the red roses. "Perhaps...oh, dear, I'm not sure this would really be the best course of action. I've always believed that honesty is the best policy, but sometimes you have to fib a little to make someone appreciate something..."

Fiona stood listening in silence, hoping that her mother would explain everything to her later. Frederick stared blankly at the queen for a moment before replying slowly, "Well...the best way I can think of to make Belinda appreciate something is to make her jealous..."

"Exactly," Lillian said, smiling a little. "And I think I know just the woman for the job."


	6. Chapter 6

A/N: Sorry for the delay on this chapter! First, school was busy...now I'm on a Rocky Horror PIcture Show kick and haven't had an easy time finding inspiration for other fandoms. I know this chapter is short, but I wanted to go ahead and put it up to lessen the wait for a long chapter. Thanks so much to all my wonderful reviews! Enjoy!

-

A week had passed since the Fairy Godmother had last seen Frederick, and she had fought hard to push him out of her mind. Secretly, a part of her hoped he would return to the cottage to speak with her. He hadn't. On top of that, Charming was beginning to spend more and more time with his mystery girl that he refused to let his mother meet yet. She had stopped pushing him; with a mix of pride and regret, she realized that he didn't really need her smothering as much as she thought he had. As greedy as she was, she knew that if she tried to hold on to her son too tightly, he would grow to resent her. She had seen it enough with countless young people in the kingdom. So she let him have his space. As a result, she was growing increasingly lonely in the factory full of workers. Although her employees weren't nameless (she may have been a dictator towards them, but she DID learn their names; she was a shrewd businesswoman and knew how to create a somewhat healthy work environment), none of them were what she might consider friends.

Once again, as she had done in the past, she threw herself headlong into her work. She began scheming up all sorts of ways to improve the business and to get back in favor with the people of Far Far Away; she had heard the gossip circulating around the kingdom, and while she still had supporters and fans, there were many people who were disillusioned with her image after the events at Shrek and Fiona's wedding ball. Unfortunately, nothing short of a public apology seemed to be an option in regaining the people's trust, and she was still too proud for that.

As luck would have it, one morning she received an inviation in the mail with a royal seal stamped on it. It was lying at the top of her inbox when she got to her desk, and she slit open the envelope with a carefully manicured fingernail, drawing out the parchment within. Apparently, there was to be another ball held in honor of Shrek and Fiona's marriage, since their first one hadn't exactly gone as planned. Not only was the Fairy Godmother being invited to attend, but she had been asked to provide her vocal talents.

Reading over the letter a second time, she frowned slightly. The whole thing seemed a little suspicious in her sight. Why on Earth would Harold and Lillian go out of their way to invite her to a royal ball when she had been the one responsible for the last one becoming disastrous? Then again, the royal couple was known for being good and forgiving...inviting her could be their way to try and make a public reconciliation. In fact, it would be the perfect way to show the kingdom that she was on civil terms with the royal family, which would, in turn, help restore her image.

If she had been put in the same situation a week earlier, the Fairy Godmother would probably have torn up the invitation and refused to attend out of spite. However, all pride pushed aside, she knew going to the ball was the perfect way to jumpstart her business again. With an irritated sigh, she signed the RVSP on the invitation with a flourish of pink ink and sealed it up, placing it in her outbox to be mailed.

-

"I think it's an absurd idea" Harold said, pacing around his study in a huff. Lillian sat at his desk, calmly making out lists and sending last minute invitations for Shrek and Fiona's new wedding ball. "I can't believe you're actually trying to help this woman when she tried to destroy your own daughter! And just think about what she did to me"

"Harold, she explained that she had no intention of harming Fiona or Shrek. And she did change you back" Lillian reminded. "Besides, she's been through a great deal, when you think about it."

"She's put us through a great deal, as well" Harold muttered in response. "Besides, I really don't think this whole scheme of yours is going to work out. First flattering her, then trying to make her jealous...how do we know she's not going to throw a temper tantrum and do something drastic" he exclaimed.

Lillian refrained from reminding Harold that he himself was famous for his temper tantrums. Instead, she kept her voice gentle. "Harold, no matter what she has done to us in the past, I feel it is our duty as monarchs to help her when it is within our power. After all, she isn't all bad."

"All the same, I'll be much happier when this whole mess is over and done with" Harold grumbled, crossing his arms over his chest in a sulk. Lillian smiled at him over the top of her reading glasses.

"Don't worry. The ball is only a week away, and after that, I have a feeling everyone is going to live happily ever after" she announced. She only hoped she sounded more confident than she felt.


	7. Chapter 7

A/N: Once again, I'm sorry for the long wait for this chapter! I promise you all, this story WILL be finished. I love it too much to let it sit here and rot. Updates may continue to be slow, though.

That said, I hope you all enjoy the chapter! Please review if you read!

* * *

Even though Far Far Away was a large, glamourous kingdom, it always seemed as though everyone in town noticed whenever a newcomer drove in the gates, especially if the carraige was the least bit unusual. This was the case the day before Shrek and Fiona's wedding ball as a large, ornate, sky blue carriage drawn by four perfect palimino horses entered the kingdom. Since they weren't expecting the return of the princess this time, they didn't follow the carraige through the streets to the castle as they had when Fiona arrived. However, there was a great deal of pointing and gossiping throughout the streets as the mystery visitor passed by, and messengers ran on swift feet to alert the king and queen. 

As the carraige pulled up to the palace steps, Lillian and Harold stepped through the large wooden doors. Shrek and Fiona followed close behind them; neither Shrek nor Harold looked too happy about being there.

"I still think this is a bad idea, Lillian," Harold muttered crossly. "It simply isn't going to work."

"I'm afraid I've got to agree with you there, yer majesty," Shrek replied in his thick accent. "No offense, but...I doan't think makin' the Fairy Godmother jealous is really a good plan." All four of them were aware of the scheme Lillian had cooked up; she hadn't thought it was fair to keep it from them, since they were all involved.

"Shh, she's here," Fiona said, tapping Shrek on the arm to quiet him. She looked excited.

There wasn't a great deal of pomp and circumstance surrounding this arrival; a footman merely stepped down to open the door to the carriage with a low bow. As soon as Shrek caught sight of the woman who stepped down onto the long carpet that was rolled out daily for visitors, his jaw dropped. She was the spitting image of what Fiona looked like as a human, and he suddenly understood why his wife bore only a vague family resemblance to her parents. Her looks had come from the woman standing before him.

"Rose," Lillian called out in greeting, stepping quickly down the stairs with her arms held out to the red-haired woman. The two embraced and kissed one another on the cheek.

"My darling little sister, it's so wonderful to see you," Rose replied, holding Lillian at arm's length for a moment. "My, my, you haven't changed a bit since the last time I saw you."

"You look just the same as well, Rose," Lillian replied, truthfully. It was hard to believe that Rose was the older sister; there were hardly any lines or wrinkles on her fair face, and the ones that were there were so thin, they were hardly visible. Her vibrant hair didn't hold even a trace of silver in it. "I still can't understand why you don't find yourself a husband. Goodness knows you have plenty of suitors," she added, linking her arm through her sister's as they walked back towards the others.

"I'm quite happy ruling on my own, Lillie. I don't need a man messing things up for me. Besides, if I got married, I wouldn't have nearly as much fun!" she said with a sly grin. Before Lillian had a chance to reply, Rose broke away from her to hold her arms out to Fiona.

"As I live and breathe, it's my favorite little neice!" she exclaimed, drawing the ogress in for a hug. She didn't seem the least bit taken aback that Fiona was no longer a human.

"I'm your only neice, Aunt Rosie," Fiona replied, giggling as she returned the hug.

"Oh, pish, tosh. What does that matter?" she replied, laughing, then turned to Shrek and held her hand out to him. "And you must be Shrek. I can't tell you how wonderful it is to meet my little Fiona's husband!"

A little awkwardly, Shrek took the delicate hand offered to him and shook it, not really knowing what he was supposed to do. Still, he smiled back at the woman; she was the first person he had met in Far Far Away who hadn't at least done a double-take the first time they saw that the princess and her husband were ogres. She seemed to just accept them, right off the bat. Shrek liked her already.

Harold, however, didn't seem quite as friendly towards his sister-in-law. She turned to him with a slightly forced smile, as though he were really just something distasteful that she had to swallow in order to be polite, and offered her hand to him. "Harold."

"Rose," he replied, taking the hand and bending to plant a quick kiss on it. An awkward silence threatened to ensue, so Rose clapped her hands together and smiled brightly as she turned back to Lillian.

"Well! Let's go inside and have a cup of tea, and you can tell me all about what I've got to do," she said, linking arms with both Lillian and Fiona and dragging them into the palace with her. Shrek and Harold were left standing outside, blinking at one another.

"Women," Harold muttered, seeming disgusted by the amount of estrogen in the air. Shrek shrugged.

"She seems nice, though," he said. Harold snorted.

"Nice to you, perhaps. She's never liked me. Doesn't think I'm good enough for her sister," he said, looking annoyed.

"Because of the frog thing?" Shrek asked. Harold shook his head.

"No. We just don't get along. She's too independent for a woman," he answered, sounding a little indignant. Shrek said nothing; he knew that Lillian was every bit as independent as her sister. The difference was, Lillian had a knack for making Harold think that HE was the one who was in charge. There was an awkward pause, and both of them suddenly realized it was the first time they had been left alone without one of their wives to facilitate the conversaion. "So..."

"So...heh." Shrek looked around, rocking back and forth on his heels for lack of anything else to do. After another pause, Harold cleared his throat.

"Right, then. I think I'll just...go have a look around the kennels, wot wot? See you at dinner," he said, heading off down the steps. Shrek was left alone, a little unsure of where to go. Donkey was spending the day with Dragon and the kids, since Shrek had to be at the palace to greet Fiona's aunt. Puss had gone off by himself to who knows where; although he was definately a part of their group, now, he still liked to maintain a little bit of his loner quality.

"I'll just look around town a bit," he called after Harold, who was already almost out of hearing distance. Shrugging, he headed out of the palace gates to make the short walk into the city. He wasn't the least bit concerned about walking around as an ogre anymore; the people of Far Far Away had, for the most part, grown accustomed to the idea of its princess and her husband being ogres. He even saw a few of them smile and wave hesitantly as he passed, and he offered tentative grins back at them. The kingdom was a bustling, busy place in the daytime; on every corner, there were street vendors catering to tourists, specialty shops, restaurants of all different kinds.

As Shrek glanced in the window of one of the smaller restaurants, his stomach rumbled. "Guess it couldn't hurt to grab a bite to eat," he said aloud to himself. He glanced up at the name of the place - Buon Alimento - before heading on inside.

He had just been seated at a table when he realized there was something strangely familiar about one of the patrons sitting a few tables diagonally to him, in a corner booth. The man wore a hat pulled slightly over his forehead, but it wasn't entirely obscuring his face, and a dazzling white smile was visible as he laughed at something his companion was saying. Shrek couldn't see who the other person was, other than the back of her head. He watched the two of them, absently giving the waiter who came by his drink order while trying to figure out where he had seen that smile before.

After a few moments, the woman at the booth got out of her seat, excusing herself to the powder room. The man she was with looked up at her as she left, and Shrek's upper lip curled slightly when he realized that it was none other than the Fairy Godmother's precious little mama's boy, Charming. However, the look of disgust was quickly replaced by one of utter shock when the woman turned so that he could see her face, because he recognized her, as well. She was none other than the ugly stepsister who ran the Poison Apple pub.

Just as Shrek was having his own realization, Charming noticed the ogre for the first time, and a look of horror automatically graced his features. He waited until his date was gone to stand up from the table and make his way over to Shrek.

"What are you doing here?" he demanded. Shrek rolled his eyes.

"Fer your information, I happen t'be orderin' lunch," he growled, purposefully opening up his menu to peruse the items offered. Charming reached over to push the menu back down to the table.

"If you tell anyone about what you've just seen..." he said, trailing the threat off.

"So yer ashamed of yer date, is that it?" Shrek said, nearly snarling.

To his surprise, Charming actually looked as though the comment had stung him. "I...well, no, it's not that..." he faltered.

"You'll go out with her as long as no one knows about it, is that it?" Shrek asked. "As long as she doesn't hurt your pretty-boy image?"

"That's not it at all!" Charming defended, but Shrek could tell he had struck a chord with the blond man. "It's just..." he trailed off, sighing. "I just don't want my mother to find out about Doris. I'm not ready yet, and...well, I want to be the one to tell her. If she hears it from anyone else, she'll be furious."

"And just why should I agree to keep any secrets fer you? You tried to take my wife away from me," Shrek replied. Charming glanced towards the door of the ladies' room, hoping to finish the conversation before his date returned.

"Look, I know my behavior towards you and Fiona was absolutely wretched, and I...well..." he hesitated, as though the words were very hard for him to say. "I'm sorry, all right? I was just following Mother's orders. And I'm not doing that anymore," he explained, glancing more and more often to the ladies' room. "I know you owe nothing to me, but...will you please just agree not to say anything about this?"

Against his better judgement, Shrek grumbled in agreement. "Fine. But don't expect any more favors from me, yer highness," he said, adding the title in sarcasm. Putting his menu back down on the table, he left a few coins to cover the cost of his drink and walked out of the restaurant. Suddenly, he didn't feel the least bit hungry anymore.

* * *

A/N (again): Well, there it is! Hope you enjoyed! Oh, just for those of you who might be inclined to argue that Doris, the Ugly Stepsister, is actually a man in drag...if you watch the film with the filmmaker's commentary on, the producers specifically say that Doris IS a woman. She's just an unattractive woman with a deep voice and a bad makeup job. 


	8. Chapter 8

A/N: ...I AM SO SORRY! Yes, I know this took me forever. And I have several reasons. I've been working this summer, I've been in a play...in other words, I've been very busy, and for some reason the only fiction I've been able to churn out have been a handful of one-shots. I just haven't had the energy nor the inspiration to work on this story. But tonight I MADE myself sit down and work on it...and I'm actually quite pleased with the result. 

This story is almost at an end; I would estimate there to be one, possibly two more chapters after this one. Right now it's looking more along the lines of one more. I HOPE to be writing more Fairy Godmother fanfics after this one, but I can almost guarantee that they will be one-shots instead of chapter fics. I've pretty much written the major ideas I've had about her history and future. We'll see!

If any of you are still out there reading this...please please PLEASE review! I just want to make sure I still have readers so I will be motivated to finish this!

* * *

The night of Shrek and Fiona's wedding ball had spurned a flurry of activity in Far Far Away. While the guest list wasn't quite as extensive as the one for the first ball had been, there was still a great deal of hoopla and excitement surrounding the event; everyone in the kingdom always made a huge fuss over balls of any kind, especially the press. It was the nature of their culture.

Most days, the Fairy Godmother was very glad that the people were so enamoured with glamour and glitz; it made them all the more susceptible to covet a life of fancy, which meant they were always eager to fork over whatever price she asked in order to get what they wanted. However, this was not most days. Her public failure made her slightly self-conscious about appearing at the ball, although she would never admit those feelings to anyone. More and more, she was beginning to wish she had never taken the job of fairy godmother in the first place. Sure, it had been a very lucrative business for her, but in the past few days, she had begun to realize just how lonely a job it was. Her darling son had only returned to her a short while ago, and already he was leaving her and going out almost every night with a mystery woman whose identity he refused to reveal yet. He was no longer a little boy content to spend nights sitting at home with his mother.

To top everything else off, she couldn't get Frederick out of her thoughts no matter how hard she tried. She hadn't heard another word concerning him since he unexpectedly showed up at her cottage door; she wasn't sure if he had even remained in Far Far Away after that night. Some small part of her hoped that he would appear at Shrek and Fiona's wedding ball; another part of her hoped she would never have to set eyes on him again.

As she leaned towards the mirror to apply the finishing touches to her makeup, she forced all thoughts of Frederick, Charming, and the citizens of Far Far Away out of her head. She had a show to do.

* * *

"Just stick with me, doll," Lillian's sister, Rose, murmured under her breath as she looped her arm, dangling with bracelets, through Frederick's. "All she has to do is see us together, and she'll be so jealous, she won't care who I am as long as I'm away from you so she can have her shot."

"I'm really not sure this is going to work," Frederick replied hesitantly, following Rose's lead as she led him out into the courtyard. The place was already filled with people waiting for Shrek and Fiona to be officially presented to the kingdom, although there was no sign of the Fairy Godmother. "She has quite a temper, and with the power she has...angering her wouldn't really be a good idea."

"Nonsense. Trust me, I know exactly what I'm doing," the red haired woman replied with a smirk. Sighing, Frederick nodded obediently and followed her to the punch table.

In a darker corner of the courtyard, Charming sat at a patio table with Doris, glancing up every now and then to make sure his mother was nowhere to be seen.

"You're going to have to tell her sometime," Doris snapped in her gruff voice. Charming reached across the table to absently pat her hand, which was almost the same size as his own...not at all like the dainty, tapering fingers of the princesses his mother had always tried to set him up with.

"Now, darling, I promised I would tell her tonight, didn't I?" he asked, flashing his legendary white smile at her out of habit. "But we must wait for the right moment."

At that particular moment, Charming caught sight of his mother's elaborate pink carriage swooping over the courtyard and disappearing over the wall, undoubtedly so she could make a proper entrance down the stairs. His smile faltered, and he cringed slightly.

"Whatsamatter?" Doris asked suspiciously, pulling her hand away from his and crossing her arms over her chest.

"Nothing at all, darling, nothing at all!" Charming reassured, planting that grin back on his face. "But...let's sit out the first few dances, hmm? It isn't good for the digestion to dance so soon after drinking punch." With that, he raised his nearly-full glass in a silent toast to his ladyfriend, and she, still enamoured by him in spite of everything, smiled in return.

* * *

"Kyle, go in through the servant's passage and make sure you get to the stage before I do. I want to start this show off right," the Fairy Godmother ordered through the window of her limosene as it landed. To her disappointment, there was not nearly as large of a crowd waiting along the red carpet as there had been for Charming and Fiona's fake wedding ball; apparently the excitement that the press had been trying to spurn for the wedding ball hadn't had quite the effect that it had seemed to. No doubt the thought of a bonafide ogre being welcomed into the royal family with open arms turned the star-crazed people of Far Far Away off a little bit. Besides, the crowds had gotten a glimpse of most of their local celebrities the week before; the excitement of the last ball hadn't worn off enough for them to be excited about this one.

"Poor planning on Harold's part," the Fairy Godmother muttered to herself, then plastered on a smile guaranteed to dazzle the crowd. When she opened the door, a flood of relief washed through her when she was greeted with cheers and not jeers. The people of the kingdom still loved her; she would have them eating out of the palm of her hand in no time at all. Waving and smiling, she fluttered down the red carpet and through the doors that would eventually lead her to the inner courtyard, not bothering with her disappearing trick; once again, it was something too fresh in the minds of the people to be exciting.

As she flew through the nearly-empty halls, ignoring the guards who nodded politely as she passed, a slight twinge of doubt pricked at her mind. The red-carpet crowd was easy enough to please; they would fawn over anyone with a small amount of glitter and power. The crowd in the courtyard was what she really had to worry about. If she couldn't prove to them that all was forgiven between herself and the royal family...well, it would certainly be damaging to her already devastated business.

Perhaps she should try a different approach than what she had been planning for her entrance. She had considered flying in through the doors at the top of the stairs and breaking out into song before the crowd even noticed her there, but now, in her last-minute reflection, she realized that might be a little too reminiscent of Shrek's bold entrance on horseback to win the crowd over. No, she was going to need something a little subtler...something that would make her look somewhat humble without causing her to lose any of her glamour. After all, she was determined to see that the evening was more about her than about Shrek and Fiona. If she just came through the doors quietly, made her way over to the stage without much fuss...she could test out her audience with the first song and decide what they would be most receptive to. It would work so much better than her original plan!

It was going to have to suffice, at any rate; she had already reached the big double doors to the courtyard. Nodding firmly to herself, she pushed the door open and fluttered out to the top of the stairs...and then she made the mistake of glancing down them.

The scene was painfully reminiscent of another ball more than two decades before: there stood Frederick at the bottom of the stairs, his brilliant blue eyes suddenly locked into her pale green ones. Only tonight, instead of feeling her heart soar at the sight of him waiting for her, she felt her heart crumble. Frederick was standing at the bottom of the staircase with a beautiful, giggling redheaded woman on his arm.

Not even caring if anyone had spotted her entrance or not, the Fairy Godmother turned quickly and flew out the door she had just entered, hot tears blinding her sight.


	9. Chapter 9

A/N: Well, this is it. The final chapter. There's a SLIM possibility of an epilogue, but it's not really likely...I rather like the way things ended.

Incidentally, I'm rewriting some earlier chapters; no major changes, just a few small things added and some sentence errors corrected. Chapters 1 and 2 are already revised and reposted.

If you're still reading this story, please review! I know it's taken me forever to complete, and I do apologize. However, I'm rather pleased with the end result, and I would love to know what other people think of it.

* * *

"I knew this was a mistake," Frederick said, disappointment rather than anger in his voice as he pulled his arm away from Rose. She was frowning in concern, somewhat confused as to why her perfect plan had backfired.

"Maybe she just forgot something," Rose tried to offer helpfully, but Frederick shook his head and started up the stairs two at a time.

"I've got to go after her," he called over his shoulder before disappearing through the double doors. Left behind, Rose sighed and turned in the direction where her sister was sitting. She caught Lillian's eye, and the queen raised an eyebrow questioningly. Rose just shook her head; this had become much more tangled than she had anticipated.

From the other side of the courtyard, Charming had noticed his mother's entrance, as well as her immediate disappearance. He stood from his seat, frowning as he tried to see what had caused her to leave, but he could see nothing but a mass of people laughing and talking.

"What's the matter, hon?" Doris asked, trying to see what he was looking at.

"Mother. She just...disappeared," he murmured absently.

"Well, she's the Fairy Godmother. Isn't she kind of known for that?" his date questioned.

"Not like this. I've got to go after her," he said, pushing his chair out of the way. Doris stood up with him, throwing her napkin down on the table.

"I'm going with you. You sure as hell aren't leaving me here sitting by myself," she announced, one hand on her hip as if daring him to tell her no. Charming hesitated; this was not exactly how he had planned to reveal his relationship with Doris, but he didn't have much time to argue with the tough barmaid if he was going to catch up to his mother in time.

"Fine," he said with a sigh, then struck a chivalrous pose out of habit and announced grandly, "Come, we haven't a moment to lose!"

* * *

Everywhere she turned, the Fairy Godmother was confronted with late-coming party-goers, guards, servants...all people she simply could not let herself cry in front of. She couldn't very well just disappear, either; doing such a trick unplanned in front of enough stragglers would cause rumors to fly before she could get back. Everyone would think she had lost her nerve and decided against appearing at the ball, after all. Struggling against the falling tears, she searched desperately for a place abandoned enough to either hide or disappear.

Although she was flying as fast as she could under the circumstances, she had to remain a little bit discreet in order to keep from attracting the wrong kind of attention. Frederick, on the other hand, didn't give a damn whether anyone saw him running through the halls. Over the years, he had learned not to care so much about what others thought of him, especially not when he stood to lose something important to him. After a couple minutes of skidding to dead ends in halls with no trace of her, he finally caught a shimmer of wings rounding the corner ahead of him.

"Belle, wait!" he called, increasing his speed. Rounding the same corner she had left behind, he almost collided with her as she tried to exit the same way she came in, having run into a gaggle of guards who had stood up very straight with a loud clatter of armor when their poker game was unexpectedly intruded upon.

"Get the hell out of my way," she snarled, forgetting for a moment that she was easily within hearing distance of other people. The guards quickly disappeared through a side door, not wishing to be around to witness whatever was about to take place. Frederick spread his arms out across the hall entrance, moving from side to side as the Fairy Godmother tried to dodge around him.

"Please, Belle, at least hear me out," he pleaded, only to be interrupted before he could finish his argument.

"What were you doing with her?" the angry woman fluttering in front of him blurted out. "Two weeks ago you were at my door begging for forgiveness, and now--"

"Stop it, Belle. I won't have you turning this into something it's not," Frederick interjected quickly. "To tell you the truth, she was merely a ploy to try and make you jealous," he admitted, somewhat shamefully. The entire idea sounded incredibly ridiculous now that he had to say it outloud. "I just...I didn't know how else to get you to talk to me. I suppose I was hoping if you were jealous of her...well, at least that meant you still had some feeling for me."

The two stood regarding one another for a moment, neither quite sure of what to say next. Before they had too much time to think it over, the sound of running feet once again filled the hall. Moments later, Charming and Doris came into view, holding hands as they ran. As soon as Charming caught sight of his mother, he quickly dropped Doris' hand; she, however, refused to be ignored, and she quickly took hold of his hand again with a tight grip.

"Charming?" the Fairy Godmother questioned, her conflict with Frederick momentarily pushed to the side. "What on Earth are you doing?"

"Well, I saw you run out of the ball, Mum, and I--" he cringed as Doris not-so-discreetly stepped on his foot with her size ten heels, "...that is to say, _we_...decided to come find out what was wrong."

"We?" his mother asked, seeming to notice Doris' presence for the first time. "What's she doing here?"

"I'm his date," Doris replied brusquely, not giving Charming the chance to stammer out an excuse.

"What on Earth are you talking about?" the Fairy Godmother replied, something between disbelief and disgust written on her face. "Charming, don't you know who she is? For Grimm's sake, she's only a barmaid!"

"Is it really such a crime for a prince to fall in love with a barmaid, Belinda?" Frederick interjected, and the Fairy Godmother stiffened slightly at his reminder of her own past. There was an uncomfortable silence between all parties. Frederick reached to lay a hand on her shoulder, but she drew back as soon as his fingertips brushed the fabric of her dress. Sighing, Frederick shook his head in defeat. "If this is what you want, then so be it. I can't fight you on this any longer. I know we aren't who we once were, Belle, but I had hoped you would give me a chance to get to know you again. I must say, I'm sorry you don't feel the same way." With that, he began to turn and walk away.

"Frederick!" she blurted out before she could stop herself. It was the first time she had actually spoken his name since he had first appeared on her doorstep two weeks earlier. He turned, waiting for her to continue, but she suddenly found herself at a loss for words.

"Ms. Godmother?" a new voice interjected. Kyle stood behind Charming and Doris, looking somewhat uncomfortable at having interrupted an obviously private conversation. "Everyone's waiting for you to go on."

Sighing heavily, she shook her head and rubbed her temples wearily. "I'll be out in a minute, Kyle." The young man nodded and walked away; the tense silence resumed for a moment before the Fairy Godmother spoke again. "I have to go," she announced in tired voice. She hesitated, and for a moment, it looked as though she were going to say something more to Frederick. Instead, she just shook her head again and flew off down the corridor.

"Are you coming back to the ball?" Charming asked Frederick, who shook his head after a moment of thought.

"I don't really think it would be wise. I've caused enough trouble here," he replied. "Your mother probably never wants to see me again."

"Well...I want to see you," his son replied, somewhat hesitantly. "I still don't know the story of what happened, and for all I know, I should hate you...but I've spent my entire life without a father. If Mother won't make the effort to get to know you again...then I will."

Holding his hand out, Charming waited with his chin held high to see if his father would accept the offer. After a torn moment of consideration, Frederick nodded and clasped Charming's hand in a firm grip.

"I think we'd better get back to the ball," Doris spoke up after a moment of emotional silence. She was more uncomfortable with mushiness than the two men seemed to be. "I know you don't want to miss hearing your mom sing."

* * *

The Fairy Godmother didn't enter at the top of the stairs again; she instead chose a hallway that led to an entrance close to the stage. For once in her life, she was trying to avoid the attention of a grand entrance; she didn't think she could handle the applause at the moment. By the time she made it around the alternate way to the stage, she saw that Frederick, Charming, and Doris had all entered through the main doors. She knew she couldn't postpone any longer. Taking a deep breath to steady herself, she nodded to cue the music to begin. A soft shimmer of chimes played through the air, just loud enough to cause the nearest party goers to look up from their punch and halt their conversations. The silence rapidly spread through the entire courtyard until every eye was turned expectedly towards the stage.

For a panicked moment, she felt entirely abandoned onstage. She knew what she was about to do wasn't going to be easy...but it was too late to turn back now. There were no poses this time, no fancy outfits. She simply stood in the center of the stage, Frederick still in her line of view, although she tried not to look directly at him. Taking another deep breath as the piano joined in the music, she began to sing in a voice more genuine than any of the inhabitants of Far Far Away had ever heard her use before.

"Has anyone ever read you a fairytale  
And taken you to places magical?  
Where homes are made of gingerbread,  
And skies are always blue  
Where pumpkins turn to coaches,  
And wishes all come true...

Has anyone ever sung you a lullaby?  
You can fly above the rainclouds,  
Close your eyes.  
Let the melody carry you,  
Leave all your fears behind  
And float across the rainbow sky  
To 'once upon a time'..."

Her backup singers joined in softly behind her, singing the 'once upon a time' lines as she sang the lyrics of the chorus. Frederick was still standing at the top of the stairs, and this time, she turned her eyes to look at him. Her song wasn't for the crowd or the royal family or all her admiring fans. It was only for him.

_"Once upon a time,_  
I believed in miracles,  
_Once upon a time,_  
I believed love would conquer all,  
_Once upon a time,_  
I believed that anything was possible  
And I believed again the moment when  
I saw you here tonight  
Now 'once upon a time'  
Has never felt more right..."

The chorus repeated itself as everyone turned to see just what the singer was gazing at. As they turned, Frederick began to walk down the stairs, and the crowd parted for him without resistance. Before the second chorus ended, he was walking up the steps of the stage, and the music swelled to a crescendo as tears filled the Fairy Godmother's eyes and she continued to sing, holding one hand out towards him. He took her hand in his, emotion pricking at his own eyes as he listened to her sing for him the way she had done more than twenty years ago.

"I believed that anything was possible,  
And I believed again the moment when  
I saw you here tonight.  
Now 'once upon a time'  
Has never felt more right..."

As the last notes of the song began to fade from her lips, Frederick stepped closer to her, still holding her hand. "I thought you'd stopped caring," he murmured, forgetting the presence of the crowd as they all waited in suspense and confusion; they had no idea what was happening.

"I thought I had, too," she whispered with a smile, tears choking her voice. "I tried to stop...but I never really did. I just never realized it until tonight."

"All right, what in blazes is goin' on?" Shrek called out, annoyed, but stopped short when Fiona elbowed him sharply in the side. Suddenly realizing she had left the volume on for her wand, the Fairy Godmother quickly flicked it off, clearing her throat in embarrassment.

"I love you, Belle. I always have," Frederick whispered, not seeming to care that everyone had heard their earlier exchange. She stared at him for a long moment before nodding.

"I love you, too."

From across the courtyard, Doris broke the silence of the stunned crowd. "So, you gonna kiss her, or what?" she called, creating a slight murmur of laughter. From there, the audience started applauding, softly at first, then louder until everyone in the room was clapping for the couple onstage.

Amid the sounds of roaring applause, Frederick leaned down to kiss the woman he had never stopped loving in spite of their misunderstandings. And Belinda Larae, after so many years of granting wishes for others, finally got the happily ever after she had always dreamed of.


End file.
